Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 6, 2009, the shareholders of General Dynamics Corporation approved the General Dynamics 2009 Equity Compensation Plan (the "Plan") at the company's annual meeting of shareholders (the "Annual Meeting"). The Plan had been previously approved by the Board of Directors on March 4, 2009, and amended by the Compensation Committee of the Board of Directors on April 23, 2009. No awards have been granted under the Plan but the named executive officers of the company, along with other eligible employees and directors, are eligible to participate in the Plan. A description of the Plan is set forth under "Approval of the General Dynamics 2009 Equity Compensation Plan (Proposal 2)" in the company's definitive proxy statement filed with the Securities and Exchange Commission (the "Commission") on March 20, 2009, and is incorporated herein by reference, and a description of the April 23rd amendments to the Plan is set forth in the supplemental proxy materials filed with the Commission on April 23, 2009, and is incorporated herein by reference. A copy of the Plan, as amended, is attached as Exhibit 4.3 to the company's Form S-8 registration statement filed with the Commission on May 7, 2009.

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